EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  Laurie  Phillips,  certify  that:

1.   I have  reviewed  this  quarterly  report  of  Xtreme  Companies,  Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based on  my  knowledge,  the  financial  statements,  and  other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  small  business  issuer  as of, and for, the periods presented in this
     report;

4.   The small  business  issuer's  other  certifying  officer(s)  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
     the  small  business  issuer  and  have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including  its  consolidated  subsidiaries, is made
          known  to  us by others within those entities, particularly during the
          period  in  which  this  report  is  being  prepared;

     (b)  Evaluated  the  effectiveness  of  the  small  business  issuer's
          disclosure  controls  and  procedures and presented in this report our
          conclusions  about  the  effectiveness  of the disclosure controls and
          procedures,  as  of the end of the period covered by this report based
          on  such  evaluation;  and

     (c)  Disclosed  in  this  report  any  change  in  the  small  business
          issuer's  internal  control  over  financial  reporting  that occurred
          during  the  small  business  issuer's most recent fiscal quarter (the
          small business issuer's fourth fiscal quarter in the case of an annual
          report)  that  has  materially  affected,  or  is reasonably likely to
          materially  affect,  the small business issuer's internal control over
          financial  reporting;  and

5.   The small  business  issuer's  other  certifying  officer(s)  and  I  have
     disclosed,  based  on  our  most recent evaluation of internal control over
     financial  reporting, to the small business issuer's auditors and the audit
     committee  of  the  small  business issuer's board of directors (or persons
     performing  the  equivalent  functions):

     (a)  All significant  deficiencies  and  material  weaknesses  in  the
          design or operation of internal control over financial reporting which
          are  reasonably likely to adversely affect the small business issuer's
          ability  to  record,  process,  summarize  and  report  financial
          information;  and

     (b)  Any fraud,  whether  or  not  material,  that  involves  management or
          other  employees  who  have  a  significant role in the small business
          issuer's  internal  control  over  financial  reporting.



Date:  June  5,  2006                 /s/  Laurie  A.  Phillips
                                         ---------------------
                                         Laurie  A.  Phillips
                                         Interim  Chief  Financial  Officer